Federal Home Loan Banks Consolidated Bonds and Consolidated Discount Notes (With Maturities of One Day Or Longer)
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INFORMATION MEMORANDUM Federal Home Loan Banks Consolidated Bonds and Consolidated Discount Notes (with maturities of one day or longer) The terms “we,” “us” and “our” as used throughout this Information Memorandum mean the Federal Home Loan Banks (the “FHLBanks”), acting by and through the Office of Finance, a joint office of the FHLBanks (together with its successors and assigns, the “Office of Finance”). We may offer consolidated bonds (the “Bonds”) and consolidated discount notes (the “Discount Notes” and, together with the Bonds, the “Securities”) pursuant to this Information Memorandum (as defined herein) and, in the case of the Bonds, a Pricing Supplement or an Offering Notice (each, a “Supplement”) that will contain the specific terms of, and pricing details for, each particular issue (sometimes referred to as “series”) of Bonds. The Securities will constitute joint and several unsecured general obligations of the FHLBanks. No person other than the FHLBanks will have any obligations or liability with respect to the Securities. The Securities will be denominated in U.S. dollars or as may otherwise be specified by us at the time of issue in the applicable Supplement (the “Specified Currencies”). There is no specific limit on the aggregate principal amount of Securities that we may issue. The Securities will have maturities of one day or longer from the date of their original issuance. The Bonds will bear interest as set forth in the applicable Supplement. Principal payments on the Bonds may be made periodically or only at maturity. Any index or formula used to determine the principal or interest payable on the Bonds will be set forth in the applicable Supplement. The Bonds may be subject to redemption at the option of the FHLBanks or pursuant to one or more indices or formulae set forth in the applicable Supplement, and the Bonds may be subject to redemption at the option of the registered holders of the Bonds. Certain Bonds may be separated into (i) each future interest payment due on or prior to maturity or, if the Bonds are subject to redemption or principal repayment prior to maturity, the first date on which the Bonds are subject to redemption or repayment (in either case, the “Cut-off Date”) (each, an “Interest Component”) and (ii) the principal payment plus any interest payments due after the Cut-off Date (the “Principal Component”). The Securities will be purchased for resale by Dealers (as defined in this Information Memorandum) acting as principal, whether individually or in a syndicate, or placed by Dealers acting on an agency basis. The Securities may also be sold directly by us to investors to the extent permitted by applicable law or directive in the relevant jurisdiction. Additional Securities may be issued as part of an existing issue of Securities. Unless otherwise specified by us (in the applicable Supplement in the case of Bonds), the Securities will not be listed on any securities exchange or quotation system. The Securities will be (i) U.S. dollar denominated Securities issued in book-entry form and cleared and settled through the book-entry system of the Federal Reserve Banks (including the Fedwire® Securities Service (or any successor thereto) of the Federal Reserve Banks) (the “Fed Book-Entry System”), or (ii) Bonds issued in definitive registered form or in global registered form and cleared and settled through the clearing systems operated by The Depository Trust Company (“DTC”), Euroclear Bank SA/NV, as operator of the Euroclear System (“Euroclear”), Clearstream Banking S.A. (“Clearstream”) or such other or additional clearing systems as specified in the applicable Supplement. All Discount Notes will be issued on the Fed Book-Entry System. See “FORM OF THE SECURITIES” and “CLEARANCE AND SETTLEMENT.” You should read this Information Memorandum in conjunction with any applicable Supplement and with the Financial Reports (as defined in this Information Memorandum) incorporated by reference into this Information Memorandum. See “AVAILABILITY OF INFORMATION AND INCORPORATION BY REFERENCE.” The Securities may not be suitable investments for all investors. The Securities are intended for purchase only by investors capable of understanding the risks associated with an investment in the Securities. You should not purchase any Securities unless you understand and are able to bear the price, market, liquidity, structure, redemption and other risks associated with an investment in the Securities. You should consult your own financial and legal advisors about the risks associated with an investment in the Securities, the appropriate tools to analyze that investment, and the suitability of that investment in your particular circumstances. See “CERTAIN INVESTMENT CONSIDERATIONS” beginning on page 8 for a discussion of certain risks that should be considered in connection with an investment in the Securities. The Securities are not required to be registered under the U.S. Securities Act of 1933, as amended. Accordingly, no registration statement with respect to the Securities has been filed with the U.S. Securities and Exchange Commission (the “SEC”). Neither the SEC nor any state securities commission has approved or disapproved of the Securities or passed upon the accuracy or adequacy of this Information Memorandum. Any representation to the contrary is a criminal offense in the United States. THE SECURITIES ARE NOT OBLIGATIONS OF THE UNITED STATES AND ARE NOT GUARANTEED BY THE UNITED STATES. The date of this Information Memorandum is September 30, 2019. ii References to “this Information Memorandum” mean this document, any amendments or supplements (other than Supplements) to this Information Memorandum and any documents incorporated by reference into this document, except, and to the extent, that any such document is superseded or modified by any subsequent amendment or supplement to, or document incorporated by reference into, this Information Memorandum. This Information Memorandum relates to the Securities and not to any other securities of the FHLBanks that have been or will be issued by or on behalf of the FHLBanks. This Information Memorandum may only be used for the purposes for which it has been published. Neither this Information Memorandum nor any applicable Supplement describes all the risks of an investment in Securities denominated in, or the payment of principal of or interest on which is related to the value of, a foreign currency or a currency unit, Securities with interest or principal determined by reference to one or more interest rates, exchange rates or other indices or formulae, or Securities that include redemption features, caps, floors or other rights or options. There is no assurance that a secondary market for any of the Securities will develop or that, if it develops, it will continue. Any secondary market for a particular issue of Bonds may be adversely affected by the partial redemption of that issue of Bonds or the separation of Bonds into Interest Components and Principal Components. Consequently, you may not be able to sell your Securities readily or at prices that will enable you to realize a desired return. See “PLAN OF DISTRIBUTION” and “CERTAIN INVESTMENT CONSIDERATIONS.” None of the Office of Finance, any of the FHLBanks or any of the Dealers has authorized any person to give any information or to make any representation not contained in this Information Memorandum or any applicable Supplement, and any information or representation not contained in this Information Memorandum or in the applicable Supplement must not be relied on as having been authorized by or on behalf of the Office of Finance, any of the FHLBanks or any of the Dealers. The delivery of this Information Memorandum or the applicable Supplement at any time does not imply that the information contained in this Information Memorandum or the applicable Supplement, as the case may be, is correct at any time subsequent to their respective dates or, if later, the dates of the documents incorporated by reference into this Information Memorandum. Neither this Information Memorandum nor any Supplement constitutes an offer of, or an invitation by or on behalf of, the Office of Finance, the FHLBanks or the Dealers to subscribe for or purchase any of the Securities. The distribution of this Information Memorandum or any part hereof and any Supplement and the offer, sale and delivery of any of the Securities may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum or any Supplement comes are required by the Office of Finance, the FHLBanks and the Dealers to inform themselves about and to observe any such restrictions. See “PLAN OF DISTRIBUTION.” Notice to Prospective Investors in the European Economic Area Neither this Information Memorandum nor any Supplement is a prospectus for the purposes of the European Union’s Regulation (EU) 2017/1129 (the “Prospectus Regulation”). PROHIBITION OF SALES TO EEA RETAIL INVESTORS — The Securities are not intended to, and should not, be offered, sold or otherwise made available to any retail investor in the European Economic Area (the “EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation (a “Qualified Investor”). Consequently, no key information document required by Regulation (EU) No 1286/2014, as amended (the “PRIIPs Regulation”), for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and, therefore, offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.